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XTPL S.A.

AGM Information • Jun 30, 2023

5868_rns_2023-06-30_7d505dbe-601c-4f09-8845-6eda40a9a0b2.pdf

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Appendix 1 to ESPI Current Report No. 35/2023 of June 30, 2023

CONTENT OF RESOLUTIONS ADOPTED BY THE AGM OF JUNE 30, 2023

Resolution No. 01/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on the election of the Chairman of the Annual General Meeting

  1. Acting on the basis of Article 409 § 1 of the Commercial Companies Code Act, the Extraordinary Annual General Meeting of XTPL S.A. with its registered office in Wrocław elects Jakub Kapica as the Chairman of the Annual General Meeting.

  2. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against" 0 Number of abstentions 0

Resolution No. 02/06/2023

of the Annual General Meeting

of the company trading as

XTPL S.A., a joint stock company with its registered office in Wrocław

of June 30, 2023

on the adoption of the agenda of the General Meeting

The Annual General Meeting of Shareholders of XTPL S.A. with its registered office in Wrocław hereby adopts the following agenda:

  • 1) Opening the General Meeting.
  • 2) Electing the Chairman of the General Meeting.
  • 3) Confirming that the General Meeting has been duly convened and has the capacity to adopt resolutions.
  • 4) Adopting the agenda.
  • 5) Considering the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2022.
  • 6) Considering the standalone financial statements of XTPL S.A. for the financial year of 2022.
  • 7) Considering the consolidated financial statements of XTPL Group for the financial year of 2022.

  • 8) Considering the Management Board's proposal on covering the loss for the financial year of 2022.
  • 9) Considering the report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2022 and the result of the Supervisory Board's assessment of the financial statements and the Management Board's report on the activities for the financial year of 2022.
  • 10) Adopting a resolution on approval of the report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2022.
  • 11) Adopting a resolution on approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2022.
  • 12) Adopting a resolution on approval of the standalone financial statements of XTPL S.A. for the financial year of 2022.
  • 13) Adopting a resolution on approval of the consolidated financial statements of XTPL Group for the financial year of 2022.
  • 14) Adopting a resolution on covering of the loss of XTPL S.A. for the financial year of 2022.
  • 15) Adopting resolutions on grating discharge to the Management Board members of XTPL S.A. for performance of their duties in 2022.
  • 16) Adopting resolutions on grating discharge to the Supervisory Board members of XTPL S.A. for performance of their duties in 2022.
  • 17) Adopting a resolution on determination of the Supervisory Board membership for a new term of office.
  • 18) Adopting a resolution on appointment of Supervisory Board Members for a new term of office.
  • 19) Discussion on the Remuneration Report.
  • 20) Closing the General Meeting.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against" 0 Number of abstentions 0

Resolution No. 03/06/2023

of the Annual General Meeting

of the company trading as

XTPL S.A., a joint stock company with its registered office in Wrocław

of June 30, 2023

on approval of the report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2022

  1. Having considered the report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2022 and the result of the Supervisory Board's assessment of the financial statements and the Management Board's report on the activities for the financial year of 2022, the Annual General Meeting of XTPL S.A. hereby approves the entire report on the activities of the Supervisory Board of XTPL S.A. for the financial year of 2022.

  1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 04/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023

on approval of the Management Board's report on XTPL S.A. and XTPL Group activities for the financial year of 2022

    1. Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code Act, after considering the report of the Management Board of XTPL S.A. on the activities of XTPL S.A. and XTPL Group for the financial year of 2022 (covering the period from 1 January 2022 to 31 December 2022), taking into account the results of the assessment of the report by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the entire Management Board's report on the activities of XTPL S.A. and XTPL Group for the financial year of 2022.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 05/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023

on approval of the standalone financial statements of XTPL S.A. for the financial year of 2022.

  1. Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code Act, after considering the standalone financial statements of XTPL S.A. for the financial year of 2022 (covering the period from 1 January 2022 to 31 December 2022), taking into account the results of the assessment of the financial statements by the

Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the entire standalone financial statements of XTPL S.A. for the financial year of 2022.

  1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 06/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on approval of the consolidated financial statements of XTPL Group for the financial year of 2022

  1. Based on Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code Act, after considering the consolidated financial statements of XTPL Group for the financial year of 2022 (covering the period from 1 January 2022 to 31 December 2022), taking into account the results of the assessment of the consolidated financial statements by the Supervisory Board of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. approves the entire consolidated financial statements of XTPL Group for the financial year of 2022.

  2. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 07/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on covering of the loss of XTPL S.A. for the financial year of 2022

    1. Having considered the Management Board's proposal to cover the loss for the financial year of 2022, taking into account the results of the assessment of this proposal by the Supervisory Board of XTPL S.A., under Article 395 § 2(2) of the Commercial Companies Code Act, the Annual General Meeting of XTPL S.A. decides that the net loss of PLN 2,257 thousand (two million two hundred and fifty-seven thousand zlotys) for the financial year of 2022 will be covered from the capital reserve of XTPL S.A.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 08/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023

on granting discharge to Filip Granek for performance of his duties

  1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Filip Granek for the performance of his duties as Management Board President of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.

  2. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 612,227 Total number of valid votes: 612,227 Portion of the Company's share capital: 30.171% Number of votes "for" 612,227 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 09/06/2023

of the Annual General Meeting

of the company trading as

XTPL S.A., a joint stock company with its registered office in Wrocław

of June 30, 2023

on granting discharge to Jacek Olszański for performance of his duties

    1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Jacek Olszański for the performance of his duties as Management Board Member of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 10/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on granting discharge to Wiesław Rozłucki for performance of his duties

  1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Wiesław Rozłucki for the performance of his duties as Chairman of the Supervisory Board of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.

  2. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 11/06/2023

of the Annual General Meeting

of the company trading as

XTPL S.A., a joint stock company with its registered office in Wrocław

of June 30, 2023

on granting discharge to Bartosz Wojciechowski for performance of his duties

    1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Bartosz Wojciechowski for the performance of his duties as Deputy Chairman of the Supervisory Board of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 12/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on granting discharge to Andrzej Domański for performance of his duties

  1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Andrzej Domański for the performance of his duties as Deputy Chairman of the Supervisory Board of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.

  2. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 13/06/2023

of the Annual General Meeting

of the company trading as

XTPL S.A., a joint stock company with its registered office in Wrocław

of June 30, 2023

on granting discharge to Beata Turlejska for performance of her duties

    1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Beata Turlejska for the performance of her duties as Supervisory Board Member of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 14/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on granting discharge to Piotr Lembas for performance of his duties

  1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Piotr Lembas for the performance of his duties as Supervisory Board Member of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.

  2. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 15/06/2023

of the Annual General Meeting

of the company trading as

XTPL S.A., a joint stock company with its registered office in Wrocław

of June 30, 2023

on granting discharge to Herbert Wirth for performance of his duties

  1. Based on Article 393(1) of the Commercial Companies Code Act, the Annual General Meeting of Shareholders of XTPL S.A. grants discharge to Herbert With for the performance of his duties as Supervisory Board Member of XTPL S.A. during the period from January 1, 2022 to December 31, 2022.

  1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

Resolution No. 16/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on determination of the Supervisory Board membership for a new term of office.

    1. Having regard to Article 385 § 1, Article 369 § 3 and § 4 in conjunction with Article 386 § 2 of the Commercial Companies Act and § 17.1 sentence 1 and § 17.2 sentence 3 of the Articles of Association of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. states that the term of office and mandates of the Members of the Supervisory Board of XTPL S.A. appointed for a joint three-year term of office on the basis of "Resolution No. 14/06/2020 of the Annual General Meeting of XTPL S.A. of June 30, 2020 on the appointment of Members of the Supervisory Board for a new term of office" shall expire on June 30, 2023.
    1. Having regard to Article 385 § 1, Article 369 § 3 and § 4 in conjunction with Article 386 § 2 of the Commercial Companies Act and § 17.1 sentence 1 and § 17.2 of the Articles of Association of XTPL S.A., the Annual General Meeting of Shareholders of XTPL S.A. decides that the Supervisory Board of XTPL S.A. of the new term of office shall consist of 6 Members.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 939,225 Number of votes "against": 0 Number of abstentions: 0

"Resolution 17/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on appointment of a Supervisory Board Member for a new term of office

    1. Having regard to Article 385 § 1 of the Commercial Companies Act and § 17 of the Articles of Association of XTPL S.A., Wiesław Rozłucki, PESEL 47120901851, is hereby appointed to the Supervisory Board of the new term as Chairman of the Supervisory Board.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 734,562 Number of votes "against": 204,663 Number of abstentions: 0

Resolution No. 18/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on appointment of a Supervisory Board Member for a new term of office

    1. Having regard to Article 385 § 1 of the Commercial Companies Act and § 17 of the Articles of Association of XTPL S.A., Bartosz Wojciechowski, PESEL 80072001275, is hereby appointed to the Supervisory Board of the new term as Deputy Chairman of the Supervisory Board.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 734,562 Number of votes "against": 204,663 Number of abstentions: 0

Resolution No. 19/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on appointment of a Supervisory Board Member for a new term of office

    1. Having regard to Article 385 § 1 of the Commercial Companies Act and § 17 of the Articles of Association of XTPL S.A., Andrzej Domański, PESEL 81082706277, is hereby appointed to the Supervisory Board of the new term as Deputy Chairman of the Supervisory Board.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 734,562 Number of votes "against": 204,663 Number of abstentions: 0

Resolution No. 20/06/2023 of the Annual General Meeting

of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on appointment of a Supervisory Board Member for a new term of office

    1. Having regard to Article 385 § 1 of the Commercial Companies Act and § 17 of the Articles of Association of XTPL S.A., Beata Turlejska, PESEL 78072501024, is hereby appointed to the Supervisory Board of the new term as Member of the Supervisory Board.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 734,562 Number of votes "against": 204,663 Number of abstentions: 0

Resolution No. 21/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on appointment of a Supervisory Board Member for a new term of office

    1. Having regard to Article 385 § 1 of the Commercial Companies Act and § 17 of the Articles of Association of XTPL S.A., Piotr Lembas, PESEL 89072402451, is hereby appointed to the Supervisory Board of the new term as Member of the Supervisory Board.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 734,562 Number of votes "against": 204,663 Number of abstentions: 0

Resolution No. 22/06/2023 of the Annual General Meeting of the company trading as XTPL S.A., a joint stock company with its registered office in Wrocław of June 30, 2023 on appointment of a Supervisory Board Member for a new term of office

    1. Having regard to Article 385 § 1 of the Commercial Companies Act and § 17 of the Articles of Association of XTPL S.A., Herbert Wilhelm Wirth, PESEL 56120303815, is hereby appointed to the Supervisory Board of the new term as Member of the Supervisory Board.
    1. The resolution shall enter into force immediately.

Number of shares with valid votes cast: 939,225 Total number of valid votes: 939,225 Portion of the Company's share capital: 46.285% Number of votes "for" 734,562 Number of votes "against": 204,663 Number of abstentions: 0

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